Last Updated: April 9, 2026
Thank you for using the DistroMagic Platform (as defined below), an automated email distribution list management platform that allows employers to manage, among other things, employee profiles and distribution lists based on organizational hierarchy.
To be eligible to register for a DistroMagic account and use the DistroMagic Platform, you must review and accept the terms of this DistroMagic Terms of Service (this "Agreement" or these "Terms") by clicking the terms of service checkbox or other mechanism provided within the online registration process. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE DISTROMAGIC PLATFORM, YOU AGREE ON BEHALF OF THE ENTITY OR OTHER ORGANIZATION THAT YOU REPRESENT TO THESE TERMS AND CONDITIONS WITH DISTROMAGIC BY THE TECHXPERTS, LLC ("DistroMagic"), AND ARE WARRANTING TO DISTROMAGIC THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THESE TERMS. For purposes hereof, the terms "you", "your" and "Customer" will refer to that entity or organization. If you do not agree to be bound by these Terms, you should not use the DistroMagic Platform.
DistroMagic may revise these Terms from time to time. If DistroMagic does revise these Terms, the revised Terms will supersede prior versions. Revisions will be effective upon the effective date indicated at the top of these Terms, unless you have purchased a paid subscription to the DistroMagic Platform, in which case such revisions will be effective upon the next renewal of your subscription. DistroMagic will provide you advance notice of any material revisions. This notice will be provided via the account portal and/or via an email to the email address DistroMagic has on file. For other revisions, DistroMagic will update the effective date of these Terms at the top of the page. DistroMagic encourages you to check the effective date of these Terms whenever you visit DistroMagic's website or account portal. Your continued access or use of the DistroMagic Platform constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using the DistroMagic Platform and DistroMagic is not obligated to provide you with the DistroMagic Platform.
The following terms, when used in this Agreement will have the following meanings:
Subject to the terms and conditions of this Agreement, and the applicable Order Form, DistroMagic will make the DistroMagic Platform available to Customer pursuant to this Agreement, and hereby grants Customer a non-exclusive right to access and use the DistroMagic Platform for its internal business purposes to manage employee profiles, distribution lists, and organizational hierarchy. Customer may permit Users to use the DistroMagic Platform on its behalf and is responsible for (a) managing its User accounts, (b) its Users' actions through the DistroMagic Platform and (c) their compliance with this Agreement.
DistroMagic will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data.
To the extent that DistroMagic processes any Personal Data (as defined in the DPA referenced below) contained in Customer Data that is subject to Data Protection Legislation (as defined in the DPA), on Customer's behalf, in the provision of the DistroMagic Platform, the Data Processing Addendum ("DPA") currently available at: https://distromagic.io/data-processing-addendum is hereby deemed incorporated herein by reference.
The rights granted herein are subject to the following restrictions (the "License Restrictions"). Customer will not, and will ensure its Users will not, directly or indirectly:
Customer will (a) be responsible for all use of the DistroMagic Platform under its account, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the DistroMagic Platform and notify DistroMagic promptly of any such unauthorized access or use, and (c) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the DistroMagic Platform, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and DistroMagic will have no liability for such failure.
Third party products that Customer uses with the DistroMagic Platform ("Third Party Products") are governed by the applicable terms of the Third Party Product providers. DistroMagic does not endorse or support and is not responsible for Third Party Products. Customer may enable integrations between the DistroMagic Platform and Third Party Products. When enabling an integration, you are instructing DistroMagic to share the Customer Data necessary to facilitate an integration. Customer is responsible for notifying the third party if required. DistroMagic and Third Party Product providers are not sub processors of each other. Customer hereby waives any claims against DistroMagic with respect to any Third Party Products.
DistroMagic's live technical support business hours will start at 9:00 am Pacific Time and run until 5:00 pm Pacific Time on weekdays. Technical support can be contacted via email at support@distromagic.io or via a shared Slack Connect channel.
Live technical support will not be available on Christmas Day (December 25) and New Year's Day (January 1). Limited technical support will be available during the hours listed above during DistroMagic holidays: Presidents Day, Memorial Day, Independence Day (July 4), Labor Day, Thanksgiving Day, Christmas Eve (December 24), and New Year's Eve (December 31).
If Customer has purchased a subscription or has otherwise agreed to pay any fees in an Order Form, Customer will pay DistroMagic the fees set forth in the applicable Order Form.
All fees are quoted and payable in United States dollars, all payment obligations are non-cancelable and, except as expressly set forth herein, all fees paid are non-refundable. If Customer has selected a payment plan and provided its payment information to DistroMagic, then Customer (a) represents and warrants to DistroMagic that such information is true and that Customer is authorized to use the payment instrument, (b) will promptly update its account information with any changes to its payment instrument information, and (c) hereby authorizes DistroMagic (including through its payment processor, in which case Customer hereby agrees to the applicable terms and policies of such payment processor) to bill your payment instrument in advance in accordance with the terms of the applicable payment plan. If Customer is paying the fees set forth in an Order Form by invoice, then all fees are due within thirty (30) days of the date of the invoice. If Customer is overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then DistroMagic may assess a late fee and/or suspend Customer's account until Customer pays the amount Customer is overdue plus the late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by law, whichever is less.
All applicable use, sales and other similar taxes and government charges will be payable by Customer. Customer will not withhold any taxes from any amounts due to DistroMagic.
As between the parties, DistroMagic exclusively owns all right, title and interest in and to the DistroMagic Platform and DistroMagic's Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Data and Customer's Confidential Information. Except for the express rights granted hereunder, DistroMagic reserves all rights, title and interests in and to the DistroMagic Platform and DistroMagic's Confidential Information.
Customer may from time to time provide DistroMagic suggestions or comments for enhancements or improvements, new features or functionality or other feedback ("Feedback") with respect to the DistroMagic Platform. DistroMagic will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. DistroMagic will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services. All Feedback is provided "AS IS" and DistroMagic will not publicly identify Customer as the source of Feedback without Customer's permission.
Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
Notwithstanding anything to the contrary, DistroMagic shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the DistroMagic Platform and shall be free (during and after the term hereof) to (i) use and retain such data and other information to develop and improve the DistroMagic Platform and other DistroMagic offerings, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.
Each party warrants that (a) it has the legal power and authority to enter into this Agreement and (b) it will use industry-standard measures to avoid introducing viruses or other malicious code into the DistroMagic Platform.
DistroMagic warrants that the DistroMagic Platform will perform materially as described in the Documentation and DistroMagic will not materially decrease the overall functionality of the DistroMagic Platform during the applicable subscription term (the "Performance Warranty"). DistroMagic will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If DistroMagic fails to do so within 30 days after Customer's warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming DistroMagic Platform, in which case DistroMagic will refund to Customer any prepaid subscription fees for the terminated portion of the applicable subscription term. To receive these remedies, Customer must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the DistroMagic Platform. These procedures are Customer's exclusive remedies and DistroMagic's sole liability for breach of the Performance Warranty.
Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit DistroMagic to use the same as contemplated hereunder.
(a) EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DISTROMAGIC PLATFORM AND ANY NO-CHARGE PRODUCTS (AS DEFINED BELOW) ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW, AND DISTROMAGIC HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE DISTROMAGIC PLATFORM AND NO-CHARGE PRODUCTS.
(b) CUSTOMER ACKNOWLEDGES AND AGREES THAT DISTROMAGIC IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD DISTROMAGIC LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING PROVIDERS OF THE THIRD-PARTY PRODUCTS, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY PRODUCTS RESTS ENTIRELY WITH CUSTOMER.
DistroMagic may offer certain products or services that are part of the DistroMagic Platform at no charge, including free accounts, trial use and pre-release, alpha or beta versions or features (collectively, "No-Charge Products"). Customer's use of No-Charge Products is subject to any additional terms that DistroMagic may specify. Except as otherwise set forth in this Section, these Terms apply to No-Charge Products. DistroMagic may modify or terminate Customer's right to use No-Charge Products at any time.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISTROMAGIC DISCLAIMS ALL OBLIGATIONS, WARRANTIES AND LIABILITIES WITH RESPECT TO NO-CHARGE PRODUCTS, INCLUDING ANY SERVICE LEVEL OR INDEMNITY OBLIGATIONS, AND DISTROMAGIC'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF NO-CHARGE PRODUCTS WILL BE US$100.
DistroMagic will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the DistroMagic Platform as permitted hereunder infringes or misappropriates third party intellectual property rights and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by DistroMagic) in connection with any such Claim; provided that (a) Customer will promptly notify DistroMagic of such Claim, (b) DistroMagic will have the sole and exclusive authority to defend and/or settle any such Claim (provided that DistroMagic may not settle any Claim without Customer's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with DistroMagic in connection therewith.
If the use of the DistroMagic Platform by Customer has become, or in DistroMagic's opinion is likely to become, the subject of any claim of infringement, DistroMagic may at its option and expense (i) procure for Customer the right to continue using and receiving the DistroMagic Platform as set forth hereunder; (ii) replace or modify the DistroMagic Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.
DistroMagic will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by Customer; (B) use of the DistroMagic Platform by Customer not in accordance with this Agreement; (C) modification of the DistroMagic Platform by or on behalf of Customer; (D) Customer Data, or (E) the combination, operation or use of the DistroMagic Platform with other products or services where the DistroMagic Platform would not by itself be infringing (clauses (A) through (E), "Excluded Claims"). This Section states DistroMagic's sole and exclusive liability and obligation, and Customer's exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
Customer will defend DistroMagic against any Claim made or brought against DistroMagic by a third party arising out of the Excluded Claims, and Customer will indemnify DistroMagic for any damages finally awarded against DistroMagic (or any settlement approved by Customer) in connection with any such Claim; provided that (a) DistroMagic will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without DistroMagic's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases DistroMagic of all liability) and (c) DistroMagic reasonably cooperates with Customer in connection therewith.
EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF THE CONFIDENTIALITY SECTION OR THE LICENSE RESTRICTIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS OR INTERRUPTION OF BUSINESS, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, OR (B) EXCLUDING CUSTOMER'S PAYMENT OBLIGATIONS, ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM (THIS CLAUSE (B), THE "ORDINARY CAP"). NOTWITHSTANDING THE FOREGOING, DISTROMAGIC'S AGGREGATE LIABILITY FOR BREACH OF THE DATA SECURITY SECTION AND/OR THE CONFIDENTIALITY SECTION IN RELATION TO CUSTOMER DATA WILL NOT EXCEED TWO TIMES (2X) THE ORDINARY CAP.
The term of this Agreement will commence on the date of the initial Order Form and continue until terminated as set forth below. The initial term of each Order Form will begin on the start date indicated in such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least 45 days prior to the end of the then current term.
Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party's liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
Upon expiration or termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination, and the general provisions below.
DistroMagic shall, during the term of this Agreement, maintain in force the following insurance coverage at its own cost and expense: (a) Statutory Worker's Compensation and Employer's Liability as required by state law with a minimum limit of $2,000,000 each accident / $2,000,000 each disease / $2,000,000 policy limit per occurrence, Disability and Unemployment Insurance, and all other insurance as required by law, including Employer's Liability Insurance with limits of no less than $2,000,000 per occurrence, or any amount required by applicable law, whichever is greater; and (b) Professional Errors and Omissions and Cyber Liability coverage covering the DistroMagic Product, with coverage limits of not less than $1,000,000 per claim or per occurrence/$1,000,000 aggregate, placed either on an "occurrence" basis or on a "claims made" basis.
Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the DistroMagic Platform.
Customer agrees that DistroMagic may refer to Customer's name, logo and trademarks in DistroMagic's marketing materials, the DistroMagic Platform or DistroMagic's website and social media. DistroMagic will not use Customer's name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer's prior written consent (which may be by email).
Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
No waiver of any rights hereunder will be effective unless agreed to in writing by both parties. Any such waiver will be only to the specific provisions and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to Customer's email or other address as set forth in Customer's account information. Notices to DistroMagic must be sent to the following address: DistroMagic by the TechXperts, LLC, 1143 Adler Lane, Carol Stream, IL 60188, Attn: Legal.
This Agreement (including all Order Forms) comprises the entire agreement between Customer and DistroMagic with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by DistroMagic, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
Excluding payment obligations, neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control ("Force Majeure Event"), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
DistroMagic provides the DistroMagic Platform, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the DistroMagic Platform, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The DistroMagic Platform was developed fully at private expense.
For purposes hereof, "include", "includes", "including", or any variation thereof shall always be construed as if followed by the words "without limitation".
If you have any questions about these Terms, please contact us at support@distromagic.io.